COLUMBUS, GEORGIA
WATER AND SEWERAGE REVENUE BONDS,
SERIES 2007
__________, 2007
BOND PURCHASE AGREEMENT
Council of Columbus, Georgia
Attention: Mayor
Government Center
100 Tenth Street, 6th Floor
Columbus, Georgia 31901
To the Addressee:
The undersigned, _____________________, as Purchaser (the ?Purchaser?), hereby
offers to enter into this Bond Purchase Agreement (this ?Purchase Agreement?)
with Columbus, Georgia (the ?City?) for the purchase by the Purchaser and the
sale by the City of the Series 2007 Bonds referred to in Section 1 hereof.
This offer is made subject to acceptance by the City of this Purchase
Agreement, which acceptance shall be evidenced by the execution of this
Purchase Agreement by the City prior to 12:00 Midnight, Atlanta, Georgia time
on __________, 2006. Capitalized terms used herein not otherwise defined
herein have the meanings assigned to them in the Ordinance referred to in
Section 2 hereof.
Section 1. Upon the terms and conditions and based on the representations,
warranties and covenants hereinafter set forth, the Purchaser hereby agrees to
purchase from the City all (but not less than all) of the $40,000,000 in
aggregate principal amount of Columbus, Georgia Water and Sewerage Revenue
Bonds, Series 2007 (the ?Series 2007 Bonds?), at the purchase price of
$___________ (which is equal to par less Purchaser?s discount of $___________
and plus a net original issue premium of $_____________), plus accrued interest.
Section 2. The Series 2007 Bonds shall be as described in and shall be
authorized by and secured pursuant to an ordinance adopted by the Council of
the City on __________, 2006 (the ?2007 Ordinance?). The 2007 Ordinance was
adopted pursuant to and in accordance with an ordinance of the City adopted on
December 17, 1985, as supplemented and amended (the ?Original Ordinance? and
together with the 2007 Ordinance, the ?Ordinance?). The 2007 Ordinance
reaffirms and adopts all applicable terms, covenants, provisions and conditions
of the Original Ordinance. Under the terms of the Ordinance, the City has
created a first lien on the net revenues of the System (the ?Net Revenues?) as
security for the Series 2007 Bonds. Payment of principal of and interest on
the Series 2007 Bonds at their stated dates of payment will be insured by a
financial guaranty insurance policy (the ?Policy?) to be issued by [INSURER]
(the ?Bond Insurer?) pursuant to a commitment (the ?Commitment?). The Series
2007 Bonds shall bear interest at the rates and shall mature in the amounts and
on the dates set forth in Schedule I hereof.
Section 3. The proceeds to be received by the City from the sale of the Series
2007 Bonds are to be used to finance the costs of (i) adding to, extending,
improving and equipping the System (the ?Project?), (ii) paying capitalized
interest and (iii) paying certain costs and expenses relating to the issuance
of the Series 2007 Bonds (including the premium for the Policy).
Section 4. The Purchaser intends to offer the Series 2007 Bonds at prices not
in excess of the offering price or prices (or yields) set forth in Schedule I
hereof. The Purchaser, however, reserves the right to change such offering
price or prices (or yields) as the Purchaser shall deem necessary in connection
with the marketing of the Series 2007 Bonds.
Section 5. The City has caused to be prepared a Preliminary Official Statement,
dated ____________ (such Preliminary Official Statement, including the cover
page and all appendices thereto, and any amendments and supplements thereto
that may be authorized by the City for use with respect to the Series 2007
Bonds being herein called the ?Preliminary Official Statement?), which the City
has authorized to be circulated, and the City consents to the use of the
Preliminary Official Statement by the Purchaser prior to the date hereof in
connection with the offering of the Series 2007 Bonds. The City hereby
certifies to the Purchaser that the Preliminary Official Statement, as of its
date, was final except for information concerning the offering prices, interest
rates, selling compensation, aggregate principal amount, principal amount per
maturity and delivery dates. Within seven business days after the acceptance
and execution of this Purchase Agreement by the City, the City shall deliver to
the Purchaser copies (in sufficient quantity to enable the Purchaser to comply
with paragraph (b)(4) of Rule 15c2-12 (the ?Rule?) of the Securities Exchange
Act of 1934, as amended (the ?1934 Act?), and the rules of the Municipal
Securities Rulemaking Board) of an Official Statement, dated __________,
substantially in the form of the Preliminary Official Statement, with only such
changes therein or modifications thereof (including without limitation any
changes in or modifications of any of the appendices thereto) as shall have
been accepted and approved by the Purchaser in its discretion, which Official
Statement shall have been duly executed on behalf of the City by the Mayor
(such Official Statement, including the cover page and all appendices thereto
and any amendments and supplements thereto that may be authorized by the City
for use with respect to the Series 2007 Bonds being herein called the
?Official Statement?). The City hereby consents to the use of copies of the
Official Statement, the Ordinance and other pertinent documents in connection
with the offering and sale of the Series 2007 Bonds.
Section 6. In order to assist the Purchaser in complying with Securities and
Exchange Commission Rule 15c2-12, the City has covenanted for the benefit of
the owners of the Series 2007 Bonds to provide notices of the occurrence of
certain events, if deemed by the Issuer to be material, and to provide certain
financial information and operating data relating to the System, pursuant to a
Continuing Disclosure Certificate, dated the date hereof (the ?Disclosure
Certificate?).
Section 7. The City hereby represents and warrants to and covenants with the
Purchaser as follows:
(a) The City is a body politic and corporate, a political subdivision of the
State of Georgia, and a public corporation duly created and validly existing
pursuant to the laws of the State of Georgia.
(b) The City has all necessary licenses and permits to operate the System and
construct the Project and is authorized under the laws of the State of Georgia
to (i) issue, execute and deliver the Series 2007 Bonds for the purposes
described in Section 3 hereof; (ii) adopt the Ordinance and to pledge to the
owners of the Series 2007 Bonds the Net Revenues of the System under and
pursuant to the Ordinance; (iii) execute and deliver this Purchase Agreement,
the Commitment, the Disclosure Certificate and the Official Statement; and (iv)
carry out and consummate all of the transactions contemplated on its part
hereby and by each of the aforementioned documents, including, but not limited
to the acquisition, construction and equipping of the Project.
(c) The City has duly adopted the Ordinance and has duly authorized all actions
required to be taken by it for the (i) issuance, execution, delivery and due
performance of the Series 2007 Bonds; (ii) execution, delivery and due
performance of this Purchase Agreement, the Commitment, and the Disclosure
Certificate; (iii) execution and delivery of the Official Statement; and (iv)
the execution, delivery and performance of any and all such other agreements
and documents as may be required to be executed, delivered, or performed by the
City in order to carry out and consummate all of the transactions contemplated
on its part hereby and by each of the aforementioned documents.
(d) The Ordinance is and this Purchase Agreement, the Commitment and the
Disclosure Certificate when executed and delivered will constitute the legal,
valid and binding obligations of the City, enforceable in accordance with their
respective terms (subject in each case to principles of equity and to any
applicable bankruptcy, reorganization, insolvency, moratorium or other laws
affecting the enforcement of creditors? rights generally from time to time in
effect). The Series 2007 Bonds, when issued, delivered and paid for as herein
provided, will constitute the legal, valid and binding limited obligations of
the City enforceable in accordance with their terms and entitled to the
benefits and security of the Ordinance (subject to principles of equity and any
applicable bankruptcy, reorganization, insolvency, moratorium or other laws
affecting the enforcement of creditors? rights generally from time to time in
effect). The Series 2007 Bonds shall be limited obligations of the City,
payable from and secured by the Net Revenues of the System.
(e) The City will apply the proceeds from the sale of the Series 2007 Bonds as
specified in the Ordinance, Official Statement and this Purchase Agreement.
(f) There is no action, suit, proceeding, inquiry or investigation, at law or
in equity, before or by any court, public board or body, pending or, to the
knowledge of the City, threatened against or affecting the City (or, to the
knowledge of the City, any meritorious basis therefor) (i) attempting to limit,
enjoin or otherwise restrict or prevent the City from issuing the Series 2007
Bonds or functioning, (ii) contesting or questioning the existence of the City
or the titles of the present officers of the City to their offices or (iii)
wherein an unfavorable decision, ruling or finding would (A) adversely affect
the validity or enforceability of the Series 2007 Bonds, the Ordinance, this
Purchase Agreement, the Commitment, the Disclosure Certificate or any agreement
or instrument to which the City is a party and that is used or contemplated for
use in the consummation of the transactions contemplated hereby or by the
aforementioned documents; or (B) materially adversely affect (1) the financial
condition or results of operations of the System; (2) the ability of the City
to set rates, as set forth in the Ordinance; (3) the transactions contemplated
hereby or by the aforementioned documents; or (4) the exclusion/exemption of
the interest on the Series 2007 Bonds from federal or State of Georgia income
taxation.
(g) The adoption of the Ordinance, the execution, delivery and performance by
the City of the Series 2007 Bonds, this Purchase Agreement, the Commitment, the
Disclosure Certificate and the other documents contemplated hereby and by the
aforementioned documents, and the execution and delivery of the Official
Statement will not conflict with or constitute on the part of the City a
violation of, breach of or default under (i) any constitutional provision,
statute, indenture, mortgage, lease, resolution, note agreement or other
agreement or instrument to which the City is a party or by which it is bound;
or (ii) any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the City or any of its properties.
(h) The City is not in breach of or default under the Ordinance, any
constitutional provision, statute, indenture, mortgage, lease, resolution, note
agreement or other agreement or instrument to which the City is a party or to
which it is bound or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the City or any of its properties,
which breach or default would in any way materially adversely affect the
operation of the System, authorization, issuance, execution, delivery or
performance of the Series 2007 Bonds, the authorization, execution, delivery or
performance of this Purchase Agreement, the Commitment or the Disclosure
Certificate or the authorization, execution or delivery of the Official
Statement, and no event has occurred and is continuing which, with the passage
of time or the giving of notice or both, would constitute such a breach or
default.
(i) All consents, approvals, authorizations, permits (including permits to
operate the System after the completion of the Project) and orders of
governmental or regulatory authorities, if any, that are required to be
obtained by the City in connection with the issuance and sale of the Series
2007 Bonds, the adoption of the Ordinance, the execution and delivery of this
Purchase Agreement, the Commitment and the Disclosure Certificate, and the
consummation of the transactions contemplated by the aforementioned documents
(including the acquisition, construction, and equipping of the Project), have
been, or will have been at the hereinafter defined Closing, duly obtained and
remain in full force and effect.
(j) The City agrees to cooperate with the Purchaser and its counsel in any
endeavor to qualify the Series 2007 Bonds for offering and sale under the
securities or ?Blue Sky? laws of such jurisdictions of the United States of
America as the Purchaser may request.
(k) The information contained in the Preliminary Official Statement was, and
such information contained in the Official Statement is and will be, at all
times subsequent hereto to and including the date of the Closing, true and
correct in all material respects and does not contain and, at all such times,
will not contain, any untrue statement of a material fact and does not omit,
and at all such times, will not omit to state a material fact required to be
stated therein or necessary to make the statements made therein, in the light
of the circumstances under which they were made, not misleading.
(l) The financial statements of the Columbus Water Works attached as Appendix B
to the Official Statement and the summary financial information set forth in
the Official Statement under the caption ?Summary Financial Information? is
complete and correct and present fairly the financial position of the Columbus
Water Works as of the dates indicated therein and the results of operations and
changes in financial position for the periods specified therein, and such
financial statements and summary information have been prepared in conformity
with generally accepted accounting principles consistently applied throughout
the periods presented.
(m) Neither the City nor anyone acting on its behalf has, directly or
indirectly, offered the Series 2007 Bonds for sale to, or solicited any offer
to buy the same from, anyone other than the Purchaser.
(n) Neither the Securities and Exchange Commission nor any state securities
commission has issued or, to the best of the City?s knowledge, threatened to
issue, any order preventing or suspending the use of the Preliminary Official
Statement or the Official Statement.
(o) Any certificate signed by an authorized officer of the City delivered to
the Purchaser shall be deemed a representation and warranty by the City to the
Purchaser as to the statements made therein.
(p) The City has not received any notice, directly or indirectly, from the
Internal Revenue Service (?IRS?), the Department of the Treasury, or any other
court, tribunal or governmental agency contesting or questioning in any way the
exclusion from federal income taxation of the interest due on any of its
tax-exempt obligations.
(q) At the time of the issuance and delivery of the Series 2007 Bonds, there
will be no other obligations that have a first lien on the Net Revenues of the
System, except for the City?s Water and Sewerage Revenue Bonds, Series 1998,
Series 2002, Series 2003 and Series 2005. There are no other obligations which
have a subordinate lien on the Net Revenues of the System.
(r) All information provided by or on behalf of the City to the Bond Insurer,
as supplemented, changed or modified by the Preliminary Official Statement and
the Official Statement was, to the best of the knowledge of the City, and all
such information at all times subsequent hereto and including the date of
Closing will be, true and correct in all material respects and did not contain
and, at all such times, will not contain, any untrue statement of a material
fact and did not omit, and at all such times, will not omit to state a material
fact which would be necessary to be stated to make the statements and
representations in such information, in light of the circumstances under which
they were made, not misleading.
(s) The City has not defaulted in the payment of principal or interest on any
of its bonds, notes or other obligations.
Section 8. At 10:30 A.M., Atlanta, Georgia time, on _________, 2007, or at such
other time or at such other date as shall have been mutually agreed upon by the
City and the Purchaser, the City will deliver, or cause to be delivered, to or
upon the order of the Purchaser the Series 2007 Bonds, and the Purchaser will
pay the purchase price of the Series 2007 Bonds. Payment for the Series 2007
Bonds shall be made in immediately available funds by check or by bank wire
transfer payable to the order of the City (or as otherwise directed by the City
prior to the Closing). If at the Closing the City fails to deliver the Series
2007 Bonds to the Purchaser as provided herein, or if at the Closing any of
the conditions specified in Section 9 hereof shall not have been fulfilled to
the satisfaction of the Purchaser, the Purchaser may elect to be relieved of
any further obligations under this Purchase Agreement without thereby waiving
any other rights the Purchaser may have under this Purchase Agreement.
The closing of the sale of the Series 2007 Bonds as aforesaid (the ?Closing?)
shall be held at the offices of King & Spalding LLP, 1180 Peachtree Street,
Atlanta, Georgia (?Bond Counsel?), except that physical delivery of the Series
2007 Bonds shall be made at such other place or places as shall have been
mutually agreed upon by the City and the Purchaser. Unless otherwise requested
by the Purchaser at or prior to the Closing, the Series 2007 Bonds will be
delivered at the Closing in fully registered form, in the denomination of
$5,000 each or any integral multiple thereof, and registered as requested by
the Purchaser. The Series 2007 Bonds to be delivered at the Closing will be
made available to the Purchaser for checking and packaging not less than
twenty-four hours prior to the Closing.
Section 9. The obligations of the Purchaser hereunder shall be subject to (i)
the performance by the City of its obligations to be performed hereunder at and
prior to the Closing or such earlier time as may be specified herein; (ii) the
accuracy of the representations and warranties of the City contained herein as
of the date hereof and as of the time of the Closing, as if made at and as of
the time of the Closing; and (iii) the following conditions, including the
delivery by the City of such documents as are contemplated hereby in form and
substance satisfactory to King & Spalding LLP, Atlanta, Georgia, Counsel to the
Purchaser:
(a) At the time of the Closing, (i) the Ordinance shall be in full force and
effect and shall not have been amended, modified, repealed or supplemented,
except as may have been agreed to in writing by the Purchaser; (ii) the City
shall have duly adopted and there shall be in full force and effect such
resolutions or ordinances as, in the opinion of Bond Counsel, shall be
necessary in connection with the transactions contemplated hereby; and (iii)
the Series 2007 Bonds shall have been duly confirmed and validated by judgment
of the Superior Court of Muscogee County, and no appeal shall be pending with
respect to such decree of validation.
(b) At or prior to the Closing, the Purchaser shall have received the following
documents:
(i) An opinion of Bond Counsel, dated the date of the Closing, addressed to the
Purchaser and substantially in the form attached to the Preliminary Official
Statement as Appendix D, which opinion shall be printed on the reverse side of
the Series 2007 Bonds.
(ii) A supplemental opinion of Bond Counsel, dated the date of Closing,
addressed to the Purchaser and substantially in the form attached hereto as
Exhibit A.
(iii) An opinion of Hatcher, Stubbs, Land, Hollis & Rothschild, LLP,
Counsel to the City, dated the date of the Closing addressed to the Purchaser
and substantially in the form attached hereto as Exhibit B.
(iv) An opinion of King & Spalding LLP, Counsel for the Purchaser,
dated the date of the Closing and substantially in the form attached hereto as
Exhibit C.
(v) A certificate of the City, dated the date of Closing, signed by the
Mayor in form and substance satisfactory to the Purchaser, to the effect that
(A) since June 25, 2006, no material and adverse change has occurred in the
financial position of the City or the System or results of operations of the
City or the System; (B) the City has not, since June 25, 2006, incurred any
material liabilities other than in the ordinary course of business or as set
forth in or contemplated by the Official Statement; (C) the representations and
warranties of the City contained herein are true and correct in all material
respects as of the date of Closing, as if made on and as of the date of
Closing; (D) the City has performed all obligations on its part required to be
performed hereunder and under the Ordinance at or prior to the Closing; (E) the
City has authorized, executed and delivered this Purchase Agreement and the
Official Statement; (F) the Ordinance is in full force and effect and has not
been amended, modified, repealed or supplemented; and (G) the City has
satisfied all conditions under the Ordinance to the issuance of the Series 2007
Bonds.
(vi) A copy of the Official Statement of the City executed on behalf of the
City by a duly authorized officer thereof.
(vii) A manually signed acknowledgment of Fountain, Arrington, Bass, Mercer &
Lee, P.C., independent certified public accountants, as to the inclusion in the
Official Statement of the opinion of such firm on the financial statements
included therein as Appendix B and a consent as to the reference to such firm
in the Official Statement.
(viii) A certified copy of the Ordinance.
(ix) A certified copy of a transcript of all proceedings relating to the
validation of the Series 2007 Bonds.
A specimen Series 2007 Bond.
(xi) A certificate executed by the appropriate officer of the City, dated the
date of Closing, to the effect that on the basis of facts and estimates set
forth therein, (A) it is not expected that the proceeds of the Series 2007
Bonds will be used in a manner that would cause the Series 2007 Bonds to be
?arbitrage bonds? within the meaning of Section 148 of the Code and applicable
regulations thereunder and (B) to the best of the knowledge and belief of said
officer, such expectations are reasonable.
(xii) A certificate, dated the date of the Closing, executed by the Clerk or
Deputy Clerk of the Superior Court of Muscogee County, Georgia, certifying that
no person or entity, other than the City, intervened or otherwise became a
party to the validation proceedings with respect to the Series 2007 Bonds, that
final judgment has been entered in such proceeding and that no exception,
intervention or objection to such judgment or appeal therefrom or extension of
appeal has been taken.
(xiii) The Policy in substantially the form attached to the Official Statement
as Appendix F. The rating letter from Standard and Poor?s, a division of The
McGraw-Hill Companies, Inc., assigning the Series 2007 Bonds the rating of
?_____? and an underlying rating of ?____?. The rating letter from Moody?s
Investors Services, assigning the Series 2007 Bonds the rating of ?____? and an
underlying rating of ?___.?
(xiv) An opinion of counsel of the Bond Insurer, dated the date of the Closing,
addressed to the Purchaser.
(xv) A copy of the Engineering Report of Jordan, Jones & Goulding, Inc.,
Norcross, Georgia.
(xvi) A manually signed copy of the parity bond certification of Fountain,
Arrington, Bass, Mercer & Lee, P.C.
(xvii) An executed counterpart of the Disclosure Certificate.
(xviii) Such additional legal opinions, certificates, proceedings, instruments
and other documents as Counsel to the Purchaser may reasonably request to
evidence compliance by the City with legal requirements, the truth and
accuracy, as of the time of Closing, of the representations of the City herein
contained and the due performance or satisfaction by the City, at or prior to
the Closing, of all agreements then required to be performed and all conditions
then required to be satisfied by the City.
Section 10. The Purchaser shall have the right to cancel its obligations to
purchase and accept delivery of the Series 2007 Bonds hereunder by notifying
the City, in writing or by facisimile, of its election to do so between the
date hereof and the Closing if, on or after the date hereof and prior to the
Closing:
(a) legislation shall be enacted or be actively considered for enactment by the
Congress, or recommended to the Congress for passage by the President of the
United States, or favorably reported for passage to either House of the
Congress by a committee of such House to which such legislation has been
referred for consideration, a decision by a court of the United States or the
United States Tax Court shall be rendered, or a ruling, regulation or official
statement by or on behalf of the Treasury Department of the United States, the
IRS or other governmental agency shall be made or proposed to be made with
respect to federal taxation upon revenues or other income of the general
character to be derived by the City or by any similar body, or upon interest on
obligations of the general character of the Series 2007 Bonds, or other action
or events shall have transpired that have the purpose or effect, directly or
indirectly, of changing the federal income tax consequences of any of the
transactions contemplated in connection herewith, that, in the opinion of the
Purchaser, materially and adversely affects the market price of the Series 2007
Bonds or the market price generally of obligations of the general character of
the Series 2007 Bonds; or
(b) any legislation, ordinance or regulation shall be enacted or be actively
considered for enactment by any governmental body, department or agency of the
State of Georgia, the City of Columbus, Georgia, or a decision by any court of
competent jurisdiction within the State of Georgia shall be rendered that, in
the opinion of the Purchaser, materially and adversely affects the market price
of the Series 2007 Bonds; or
(c) any action shall have been taken by the Securities and Exchange Commission
that would require the registration of the Series 2007 Bonds under the
Securities Act of 1933, as amended (the ?1933 Act?), or the qualification of
the Ordinance under the Trust Indenture Act of 1939, as amended (the ?TIA?),
or it appears that the Purchaser, by selling the Series 2007 Bonds, would
subject itself to liability under the 1933 Act, the 1934 Act or any blue sky
law; or
(d) any event shall have occurred or shall exist that, in the opinion of the
Purchaser, either (i) makes untrue or incorrect in any material respect any
statement or information contained in the Official Statement, or (ii) is not
reflected in the Official Statement and should be reflected therein in order to
make the statements and information contained therein not misleading in any
material respect; or
(e) there shall have occurred any outbreak of, or escalation in, hostilities or
other national or international calamity or crisis or a financial crisis,
including, but not limited to, the United States engaging in hostilities, or a
declaration of war or a national emergency by the United States on or after the
date hereof which, in the sole opinion of the Purchaser, would affect
materially and adversely the ability of the Purchaser to market the Series 2007
Bonds; or
(f) trading shall be suspended, or new or additional trading or loan
restrictions shall be imposed, by the New York Stock Exchange or other national
securities exchange or governmental authority with respect to obligations of
the general character of the Series 2007 Bonds or a general banking moratorium
shall be declared by federal, Georgia or New York authorities; or
(g) there shall have occurred any change in the financial condition or affairs
of the City or the System the effect of which is, in the judgment of the
Purchaser, so material and adverse as to make it impracticable or inadvisable
to proceed with the offering or delivery of the Series 2007 Bonds on the terms
and in the manner contemplated by the Official Statement; or
(h) the rating of the Series 2007 Bonds shall have been downgraded or
withdrawn, which in the Purchaser?s opinion, materially adversely affects the
market price of the Series 2007 Bonds; or
(i) any litigation shall be instituted, pending or threatened to restrain or
enjoin the issuance, sale or delivery of the Series 2007 Bonds or in any way
contesting or questioning any authority for or the validity of the Series 2007
Bonds or the money or revenues pledged to the payment thereof or any of the
proceedings of the City taken with respect to the issuance and sale thereof.
Section 11. If the City is unable to satisfy the conditions to the obligations
of the Purchaser contained in this Purchase Agreement, or if the obligations of
the Purchaser to purchase and accept delivery of the Series 2007 Bonds shall be
terminated for any reason permitted by this Purchase Agreement, this Purchase
Agreement shall terminate and neither the Purchaser nor the City shall be under
further obligation hereunder; except that the respective obligations to pay
expenses, as provided in Sections 13 and 16 hereof, shall continue in full
force and effect. The Purchaser may, in its discretion, waive any one or more
of the conditions imposed by this Purchase Agreement for the protection of the
Purchaser and proceed with the Closing.
Section 12. The City agrees to notify the Purchaser of any material adverse
change in its business, properties or financial condition occurring before the
Closing or within 90 days thereafter that would require a revision of the
information in the Official Statement in order to make the representations set
forth in Section 7(k) hereof true and correct during such period.
Section 13. (a) To the fullest extent permitted by applicable law, the City
agrees to indemnify and hold harmless the Purchaser against any and all losses,
damages, expenses (including reasonable legal and other fees and expenses),
liabilities or claims (or actions in respect thereof), joint or several, to
which the Purchaser or the other persons described in subsection (b) below may
become subject under: any federal or state securities laws or other statutory
law or at common law or otherwise, caused by or arising out of or based upon
any untrue statement or misleading statement or alleged untrue statement or
alleged misleading statement of a material fact contained in the Preliminary
Official Statement or the Official Statement or caused by any omission or
alleged omission from the Preliminary Official Statement or the Official
Statement of any material fact which would be necessary to be stated therein in
order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading, any federal or state statutory law
or common law or otherwise, caused by or arising out of or based upon any
untrue statement or misleading statement of a material fact contained in any
information provided by or on behalf of the City to the Bond Insurer in
connection with the issuance of the Policy, as supplemented, changed or
modified by the Preliminary Official Statement or the Official Statement (such
materials being collectively defined as the ?Bond Insurance Information?) or
caused by any omission from the Bond Insurance Information of any material fact
which would be necessary to be stated therein in order to make the statements
made therein, in light of the circumstances under which they were made, not
misleading; or the 1933 Act, the 1934 Act, the TIA, or the rules or
regulations under said Acts, insofar as such losses, claims, damages, expenses,
actions or liabilities arise out of or are based upon the failure to register
the Series 2007 Bonds under the 1933 Act or to qualify the Indenture under the
TIA.
(b) The indemnity provided under this Section 13 shall extend upon the same
terms and conditions to each officer, director, employee, agent or attorney of
the Purchaser, and each person, if any, who controls the Purchaser within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (the
?Indemnified Parties?). Such indemnity shall also extend, without limitation,
to any and all expenses whatsoever reasonably incurred by any Indemnified Party
in connection with investigating, preparing for or defending against, or
providing evidence, producing documents or taking any other reasonable action
in respect of, any such loss, damage, expense, liability or claim (or action in
respect thereof), whether or not resulting in any liability, and shall include
any loss to the extent of the aggregate amount paid in settlement of any
litigation, commenced or threatened, or of any claim whatsoever as set forth
herein if such settlement is effected with the written consent of the City.
(c) Within a reasonable time after an Indemnified Party under paragraphs (a)
and (b) of this Section 13 shall have been served with the summons or other
first legal process or shall have received written notice of the threat of a
claim in respect of which an indemnity may be claimed, such Indemnified Party
shall, if a claim for indemnity in respect thereof is to be made against the
City under this Section 13, notify the City in writing of the commencement
thereof; but the omission to so notify the City shall not relieve it from any
liability that it may otherwise have to any Indemnified Party under applicable
law other than pursuant to this Section 13. The City shall be entitled to
participate at its own expense in the defense, and if the City so elects within
a reasonable time after receipt of such notice, or all Indemnified Parties
seeking indemnification in such notice so direct, the City shall assume the
defense of any suit brought to enforce any such claim, and in either such case,
such defense shall be conducted by counsel chosen promptly by the City and
reasonably satisfactory to the Indemnified Party; provided, however, that if
the defendants in any such action include such an Indemnified Party and the
City, or include more than one Indemnified Party, and there are legal defenses
available to such an Indemnified Party that are different from or additional to
those available to the City or another defendant Indemnified Party, and that
are likely to cause a conflict of interest between the City and such
Indemnified Party, or between other defendant Indemnified Parties, such
Indemnified Party shall have the right to employ separate counsel in such
action (and the City shall not be entitled to assume the defense thereof on
behalf of such Indemnified Party), and in such event the reasonable fees and
expenses of such counsel shall be borne by the City. Nothing contained in this
paragraph (c) shall preclude any Indemnified Party, at its own expense, if
indemnity is available pursuant to paragraphs (a) or (b) of this Section 13,
from retaining additional counsel to represent such party in any action with
respect to which indemnity may be sought from the City hereunder.
(d) If the indemnification provided for in paragraphs (a) and (b) of this
Section 13 is unavailable to fully hold harmless and fully indemnify any
Indemnified Party in respect of the losses, damages, expenses, liabilities, or
claims (or actions in respect thereof) specified in paragraphs (a) and (b) of
this Section 13 by reason of applicable law, then the City, on the one hand,
and the Purchaser, on the other hand, shall contribute to the amount paid or
payable by the Indemnified Party as a result of such losses, claims, damages,
expenses, actions or liabilities in such proportion as is appropriate to
reflect the relative benefits received by the City on the one hand and the
Purchaser on the other hand from the offering of the Series 2007 Bonds. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law, then the City on the one hand and the Purchaser on
the other hand shall contribute to such amount paid or payable by the
Indemnified Party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the City on the one hand and
the Purchaser on the other hand in connection with the statements or omissions
that resulted in such losses, claims, damages, expenses, actions or
liabilities, as well as any other relevant equitable considerations.
The relative benefits received by the City on the one hand and the Purchaser on
the other hand shall be deemed to be in such proportion so that the Purchaser
is responsible for that portion represented by the percentage that the
underwriting discount payable to the Purchaser hereunder (i.e., the excess of
the aggregate public offering price for the Series 2007 Bonds as set forth on
the cover page of the Official Statement over the price to be paid by the
Purchaser to the City upon delivery of the Series 2007 Bonds as specified in
Section 1 hereof) bears to the aggregate public offering price as described
above, and the City is responsible for the balance.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the City on the one hand or the Purchaser on the other hand and the
parties? relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
The City and the Purchaser agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to above in this subsection (d). If
contribution is available pursuant to this paragraph (d) of this Section 13,
the amount paid or payable by an Indemnified Party as a result of the losses,
damages, expenses, liabilities, claims or actions referred to above in this
subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating
or defending any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
be entitled to a contribution from any person who was not guilty of such
fraudulent misrepresentation.
Section 14. The indemnity and contribution provided by Section 13 hereof shall
be in addition to any other liability that the City may otherwise have
hereunder, at common law or otherwise, and is provided solely for the benefit
of the Purchaser and each director, officer, employee, agent, attorney and
controlling person referred to therein, and their respective successors,
assigns and legal representatives, and no other person shall acquire or have
any right under or by virtue of such provisions of this Purchase Agreement.
Section 15. All representations, warranties and agreements of the City set
forth in or made pursuant to this Purchase Agreement shall remain operative and
in full force and effect, regardless of any investigations made by or on behalf
of the Purchaser and shall survive the delivery of and payment for the Series
2007 Bonds.
Section 16. The ?costs of issuance? are the City?s expenses and shall be paid
from the proceeds of the Series 2007 Bonds.
Section 17. This Purchase Agreement shall inure to the benefit of and be
binding upon the City and the Purchaser and their respective successors and
assigns. Nothing in this Purchase Agreement is intended or shall be construed
to give any person, firm or corporation, other than the parties hereto and
their respective successors and assigns, and the persons entitled to indemnity
and contribution under Section 13 hereof, and their respective successors,
assigns and legal representatives, any legal or equitable right, remedy or
claim under or in respect of this Purchase Agreement or any provision herein
contained. This Purchase Agreement and all conditions and provisions hereof
are intended to be for the sole and exclusive benefit of the parties hereto and
their respective successors and assigns, and the persons entitled to indemnity
and contribution under Section 13 hereof, and their respective successors,
assigns and legal representatives, and for the benefit of no other person, firm
or corporation.
Section 18. Any notice or other communication to be given to the City under
this Purchase Agreement may be given by delivering the same in writing at its
address set forth above, and any notice or other communication to be given to
the Purchaser under this Purchase Agreement may be given by delivering the same
in writing to:
________________________
________________________
________________________
________________________
with a copy to:
King & Spalding LLP
1180 Peachtree Street
Atlanta, Georgia 30309-3521
Attention: William A. Holby
Section 19. No recourse under or upon any obligation, indemnity, covenant or
agreement contained in this Purchase Agreement or under any judgment obtained
against the City, or by the enforcement of any assessment or by legal or
equitable proceedings by virtue of any constitution or statute or otherwise or
any other circumstances, under or independent of this Purchase Agreement, shall
be had against any trustee, director, member, commissioner, officer, employee
or agent, as such, past, present or future, of the City, either directly or
through the City, or otherwise, for the payment for or to the City or any
receiver thereof, or to the Purchaser or otherwise of any amount that may
become owed by the City hereunder. Any and all personal liability of every
nature, whether at common law or in equity, or by statute or constitution or
otherwise, of any trustee, director, member, commissioner, officer, employee or
agent, as such, to respond by reason of any act or omission on his part or
otherwise, for the payment for or to the City or any receiver thereof, the
Purchaser or otherwise, of any amount that may become owed by the City
hereunder is hereby expressly waived and released as a condition of and in
consideration for the execution of this Purchase Agreement.
Section 20. This Purchase Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia.
Section 21. This Purchase Agreement shall become effective upon your acceptance
hereof.
Section 22. This Purchase Agreement may be signed in any number of
counterparts, each of which shall be an original, but all of which shall
constitute but one and the same instrument.
Section 23. No obligation of the City hereunder shall be a general obligation,
but shall be a limited obligation payable solely out of the Net Revenues of the
System.
Signature Page to Bond Purchase Agreement
Very truly yours,
[PURCHASER]
By:_______________________________
Accepted and agreed to as
of the date first above
written:
COLUMBUS, GEORGIA
By:________________________________
James Wetherington, Mayor
Schedule I to Purchase Agreement
SERIES 2007 BOND TERMS
May 1 Principal Coupon Interest Debt Service
__________, 2007
Page 2
Exhibit A To Purchase Agreement
FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL
___________, 2007
Council of Columbus, Georgia
Columbus, Georgia
[PURCHASER]
Re: $40,000,000 Columbus, Georgia Water and Sewerage Revenue Bonds, Series 2007
To the Addressees:
We have acted as Bond Counsel in connection with the issuance of the
above-referenced bonds (the ?Bonds?). Terms used and not otherwise defined
herein shall have the meaning set forth in the Official Statement hereinafter
referred to.
In our capacity as Bond Counsel, we have examined the Preliminary Official
Statement, dated ____________ (the ?Preliminary Official Statement?) and the
Official Statement, dated __________ (the ?Official Statement?), relating to
the Bonds, and such other documents, instruments and certificates of public
officials as we have considered necessary or appropriate to enable us to render
the opinions expressed herein. In all such examinations, we have assumed the
genuineness of signatures on original documents and the conformity to original
documents of all copies submitted to us as certified, conformed or photographic
copies, and as to certificates of public officials, we have assumed the same to
have been properly given and to be accurate.
Based upon the examinations, certificates and provisions referred to above, we
are of the opinion, as of the date hereof and under existing law, as follows:
(1) No registration of the Bonds under the Securities Act of 1933, as amended,
and no qualification of the Ordinance under the Trust Indenture Act of 1939, as
amended, is required in connection with sale of the Bonds to the public.
(2) We have reviewed the portions of the Preliminary Official Statement and the
Official Statement appearing under the captions ?DESCRIPTION OF THE SERIES 2007
BONDS? (except as contained under the heading ?Book-Entry System of
Registration,?) ?SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2007 BONDS,?
?TAX EXEMPTION,? and ?VALIDATION? and Appendix C and are of the opinion that
the statements made under such captions and in Appendix C fairly summarize the
matters purported to be summarized therein. We express no further opinion
regarding the accuracy of the Official Statement or its sufficiency for any
purpose.
Very truly yours,
KING & SPALDING LLP
By:___________________________
A Partner
__________, 2007
Page 5
Exhibit B to Purchase Agreement
FORM OF CLOSING OPINION OF
COUNSEL FOR THE CITY
[LETTERHEAD OF HATCHER, STUBBS, LAND, HOLLIS & ROTHSCHILD, LLP]
Writer?s Direct Dial Number: (706) 243-6229
Writer?s Direct Dial Facsimile: (706) 243-5229
Writer?s Direct E-Mail: cts@hatcherstubbs.com
__________, 2007
Board of Water Commissioners of Columbus, Georgia
Columbus, Georgia
King & Spalding, LLP
Atlanta, Georgia
[PURCHASER]
RE: $40,000,000 Columbus, Georgia Water and Sewerage Revenue Bonds, Series 2007
Dear Ladies and Gentlemen:
We are counsel for the Board of Water Commissioners of Columbus, Georgia (the
?Issuer?) and have considered the validity of the above-captioned issue of the
$40,000,000 Columbus, Georgia Water and Sewerage Revenue Bonds, Series 2007
(the ?Bonds?) and, in this connection, we have examined (i) the Ordinance of
Columbus, Georgia, adopted on __________, 2006 (the ?Bond Ordinance?); (ii) the
ordinance of Columbus, Georgia, adopted on December 21, 2004 (the ?2004
Ordinance?) which authorized the issuance of $45,705,000 in original aggregate
principal amount of Columbus, Georgia Water and Sewerage Revenue Refunding
Bonds, Series 2005; (iii) the ordinance of Columbus, Georgia, adopted on
November 5, 2002 and further supplemented on January 7, 2003 (the ?2003
Ordinance?) which authorized the issuance of $50,865,000 in the original
aggregate principal amount of Columbus, Georgia Water and Sewerage Revenue
Bonds, Series 2003 (the ?Series 2003 Bonds?); (iv) the ordinance of Columbus,
Georgia, adopted on October 9, 2001, as supplemented on November 6, 2001 (the
?2002 Ordinance?), which authorized the issuance of $37,120,000 in the original
aggregate principal amount of the Columbus, Georgia Water and Sewerage Revenue
Bonds, Series 2002 (the ?Series 2002 Bonds?); (v) the ordinance of Columbus,
Georgia, adopted on September 15, 1998 (the ?1998 Ordinance?), which authorized
the issuance of $2,365,000 in the original aggregate principal amount of the
Columbus, Georgia Water and Sewerage Bonds Series 1998 (the ?Series 1998
Bonds?); (vi) the ordinance of Columbus, Georgia, adopted on April 8, 1997 (the
?1997 Ordinance?), which authorized the issuance of $12,500,000 in the original
aggregate principal amount of the Columbus, Georgia Water and Sewerage Bonds
Series 1997 (the ?Series 1997 Bonds?); (vii) the ordinance of Columbus,
Georgia, adopted May 4, 1993 (the ?1993 Ordinance?) which authorized the
issuance of $56,935,000 in the original aggregate principal amount of Columbus,
Georgia Water and Sewerage Revenue Refunding Bond, Series 1993 (the ?Series
1993 Bonds?); (viii) the ordinance of Columbus, Georgia, adopted June 9, 1992,
as amended on June 23, 1992 (the ?1992 Ordinance?), which authorized the
issuance of $50,195,000 in the original aggregate principal amount of Columbus,
Georgia Water and Sewerage Revenue Bonds, Series 1992 (the ?Series 1992
Bonds?); (ix) the ordinance of Columbus, Georgia, adopted September 3, 1991
(the ?1991 Ordinance?), which authorized the issuance of $41,850,000 in the
original aggregate principal amount of Columbus, Georgia Water and Sewerage
Revenue Bonds, Series 1991 (the ?Series 1991 Bonds?); (x) the ordinance of
Columbus, Georgia, adopted on June 21, 1988 (the ?1988 Ordinance?), which
authorized the issuance of $20,000,000 in the original aggregate principal
amount of Columbus, Georgia Water and Sewerage Revenue Bonds, Series 1988 (the
?Series 1988 Bonds?); (xi) the ordinance of Columbus, Georgia, adopted on
December 30, 1986 (the ?1986 Ordinance?), which authorized the issuance of
$13,480,000 in the original aggregate principal amount of Columbus, Georgia,
Water and Sewerage Revenue Bonds, Series 1986 (the ?Series 1986 Bonds?); (xii)
the ordinance of Columbus, Georgia, adopted on December 17, 1985 (the ?1985
Ordinance?), which authorized the issuance of $44,440,000 in the original
aggregate principal amount of Columbus, Georgia, Water and Sewerage Revenue
Bonds, Series 1985 (the ?Series 1985 Bonds?) (collectively, the ?Ordinance?);
(xiii) the entire validation proceeding included in the Superior Court of
Muscogee County, Georgia, Civil Action File No. ________; (xiv) the laws of the
State of Georgia, particularly the revenue bond law (codified at O.C.G.A.
??36-82-60 through 36-82-85), as amended; (xiv) various records of the Board of
Water Commissioners of Columbus, Georgia; and (xv) such other documents as we
deem relevant. Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the hereinafter defined Bond Purchase Agreement.
From such examination we are of the opinion that as of this date:
1. The Issuer is a political subdivision of the State of Georgia, duly
organized and validly existing under the Constitution and laws of the State of
Georgia and its Charter and has full legal right, power and authority to
execute and deliver, and to perform its obligations under, the Bond Ordinance,
the Bonds, the Continuing Disclosure Certificate, the Official Statement and
the Bond Purchase Agreement, dated as of __________, between
______________________, as underwriter, and Columbus, Georgia (the ?Bond
Purchase Agreement?).
2. The Bond Ordinance was duly adopted at a meeting of the Council of Columbus,
Georgia, which was open to the public and constitutes the legal, valid and
binding obligation of the Issuer, enforceable against the Issuer in accordance
with its terms. The Bond Ordinance, the 2004 Ordinance, the 2003 Ordinance,
the 2002 Ordinance, the 1998 Ordinance, the 1997 Ordinance, the 1993 Ordinance,
the 1992 Ordinance, the 1991 Ordinance, the 1988 Ordinance, the 1986 Ordinance
and the 1985 Ordinance are each of full force and effect.
3. The decree of the Superior Court of Muscogee County validating the Bonds and
all transactions, proceedings and other actions pertaining thereto, are in full
force and effect; no appeals are pending with respect to such decree of
validation.
4. The Bond Purchase Agreement, the Continuing Disclosure Certificate and the
Official Statement have been duly authorized, executed and delivered by the
Issuer, and, constitute the legal, valid and binding obligations of the Issuer,
enforceable against the Issuer in accordance with their respective terms.
5. To the best of our knowledge, the Issuer is not in material breach of or
default under any applicable constitutional provision, law or administrative
regulation of the State of Georgia or the United States or any applicable
judgment or decree or any provision of any loan agreement, indenture, bond,
note, resolution, agreement or other instrument known to us after reasonable
inquiry to which the Issuer is a party or to which the Issuer or any of its
property or assets is otherwise subject, and, to the best of our knowledge, no
event has occurred and is continuing which, with the passage of time or the
giving of notice, or both, would constitute a material default or event of
default under any such instrument; and the execution and delivery of the Bonds
and the Bond Purchase Agreement and the adoption of the Bond Ordinance, and
compliance with the provisions on the Issuer?s part contained therein will not
conflict with or constitute a material breach of or default under any
constitutional provision, law, administrative regulation, judgment or decree or
any provision of any loan agreement, indenture, bond, note, resolution,
agreement or other instrument known to us after reasonable inquiry to which the
Issuer is a party or to which the Issuer or any of its property or assets is
otherwise subject, nor will any such execution, delivery, adoption or
compliance result in the creation or imposition of any lien, charge or other
security interest or encumbrance of any nature whatsoever upon any of the
property or assets of the Issuer or under the terms of any such law, regulation
or instrument, except as expressly provided by the form of the Bonds (as set
forth in the Bond Ordinance), the Bond Ordinance or the Bond Purchase Agreement.
6. To the best of our knowledge, as of the date hereof there is no action,
suit, proceeding, inquiry or investigation, at law or in equity, before or by
any court, government agency, public board or body, pending or, to the best of
our knowledge, threatened against the Issuer affecting the corporate existence
of the Issuer or the titles of its officers to their respective offices, or
affecting or seeking to prohibit, restrain or enjoin the sale, issuance or
delivery of the Bonds or the collection of the Revenues deposited in the
special fund, as described in the Bond Ordinance of the Issuer pledged or to be
pledged to pay the principal of and interest on the Bonds, or the pledge of and
lien on the Revenues, funds and accounts pursuant to the Bond Ordinance, or
contesting or affecting as to the Issuer the validity or enforceability of the
Charter, the Bonds, the Bond Ordinance or the Bond Purchase Agreement, or
contesting the tax-exempt status of interest on the Bonds or contesting the
completeness or accuracy of the Official Statement or any supplement or
amendment thereto, or contesting the powers of the Issuer or any authority for
the issuance of the Bonds, the adoption of the Bond Ordinance, or the execution
and delivery by the Issuer of the Bond Purchase Agreement, to the best of our
knowledge, is there any basis for any such action, suit, proceeding, inquiry or
investigation wherein an unfavorable decision, ruling or finding would
materially adversely affect the validity or enforceability of the Charter as to
the Issuer or the authorization, execution, delivery or performance by the
Issuer of the Bonds, the Bond Ordinance or the Bond Purchase Agreement.
7. The statements contained in the Official Statement under the captions
?Estimated Application of 2007 Bond Proceeds?, ?Security and Sources of Payment
for the Series 2007 Bonds?, and ?The Water and Sewerage System?, insofar as the
statements contained under such captions purport to summarize certain
provisions of the Bonds, the Bond Ordinance and the Bond Purchase Agreement,
are accurate in all material respects.
8. Based upon our participation in the preparation of the Official Statement as
counsel to the Issuer and without having undertaken to determine independently
the accuracy, completeness or fairness of the statements contained in the
Official Statement (except to the extent expressly set forth in paragraph 7
above), as of the date hereof, nothing has come to our attention which causes
us to believe that (A) the Official Statement, as of its date, contained any
untrue statement of a material fact or omitted to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading (except for the statements contained
in the Official Statement and the Appendices thereto relating to the
book-entry-only system, The Depository Trust Company, the Bond Insurer and the
Bond Insurance Policy, all financial and statistical data or forecasts,
numbers, charts, estimates, projections or assumptions, as to all of which we
express no view or opinion) or (B) the Official Statement as of the date hereof
contains any untrue statement of material fact or omits to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (except as aforesaid).
HATCHER, STUBBS, LAND, HOLLIS & ROTHSCHILD, LLP
By:
James E. Humes II, Partner
JEH/km
___________, 2007
Page 2
Exhibit C to Purchase Agreement
FORM OF CLOSING OPINION OF
COUNSEL FOR THE PURCHASER
__________, 2007
[PURCHASER]
Re: $40,000,000 Columbus, Georgia Water and Sewerage Revenue Bonds, Series 2007
To the Addressee:
We have acted as counsel to _____________________, as Purchaser (the
?Purchaser?), in connection with the Bond Purchase Agreement, dated __________
(the ?Purchase Agreement?), between Columbus, Georgia (the ?City?) and the
Purchaser, providing for the purchase by the Purchaser, subject to the terms
and conditions set forth in the Purchase Agreement, of the City?s Water and
Sewerage Revenue Bonds, Series 2007 (the ?Series 2007 Bonds?), in the aggregate
principal amount of $40,000,000. Unless the context otherwise requires, all
capitalized terms used herein without definition shall have the meaning
ascribed to them in the Purchase Agreement.
In such capacity, we have examined a signed copy of the Official Statement,
dated __________, (the ?Official Statement?), with respect to the Series 2007
Bonds, and the Purchase Agreement, and have examined and relied on originals or
copies identified to our satisfaction of such records of the City, such other
agreements and instruments, such certificates of public officials, officers of
the City and such other persons and such other documents as we have deemed
necessary as a basis for the opinions hereinafter expressed. In all such
examinations, we have assumed the conformity to original documents of all
documents submitted to us as certified or photostatic copies, the authenticity
of all documents submitted to us as original documents and the authenticity of
originals of all documents submitted as certified or photostatic copies.
In accordance with our understanding with you, we have rendered legal advice
and assistance to you in the course of your investigation pertaining to, and
your participation in the preparation of, the Official Statement. Rendering
such assistance involved, among other things, discussions and inquiries
concerning various legal matters and the review of documents referred to
above. We have also participated in conferences with your representatives and
representatives of the City and independent certified public accountants during
which the contents of the Official Statement and related matters were discussed
and reviewed. The limitations inherent in the independent verification of
factual matters and the character of determinations involved in the preparation
of the Official Statement are such, however, that we do not assume
responsibility for the accuracy, completeness or fairness of the statements
contained in the Official Statement.
On the basis of the information that was developed in the course of the
performance of the services referred to above, considered in light of our
understanding of the applicable law and the experience we have gained through
our practice thereunder, we advise you that nothing came to our attention that
caused us to believe that the Official Statement (other than the statistical
and financial data included therein, the information under the caption ?BOND
INSURANCE,? and Appendices D and F as to which we express no view) as of the
date thereof, contained any untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading.
We have reviewed the opinions, dated the date of this opinion, of (i) Bond
Counsel and (ii) Counsel to the City, furnished to you in accordance with the
provisions of the Purchase Agreement. Such opinions on their face appear to be
appropriately responsive to the requirements of the Purchase Agreement.
This letter is furnished by us for the sole benefit of the Purchaser, and no
other person or entity shall be entitled to rely upon this opinion or to quote
this opinion in whole or in part without our express written consent in each
such instance.
Very truly yours,
KING & SPALDING LLP
By:__________________________
A Partner
Attachments
No attachments for this document.